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GOVERNANCE

CEO's Role

TIM GITZEL

Tim Gitzel
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Timothy Gitzel is president and CEO of Cameco Corporation. He received his bachelor of arts and law degrees from the University of Saskatchewan.

Mr. Gitzel has extensive senior management experience in Canadian and international uranium mining activities. Prior to joining Cameco, he was executive vice-president, mining business unit for AREVA based in Paris, France with responsibility for global uranium, gold, exploration and decommissioning operations in 11 countries around the world.

Position Description for the Chief Executive Officer
of Cameco Corporation

A. Appointment and Term

  1. The board of directors of the corporation (the "board") shall appoint the chief executive officer of the corporation (the "CEO") for such term or terms as the board deems advisable.
  2. The performance of the CEO shall be evaluated at least annually by the board. The CEO may be removed or replaced at any time by the board.

B. General Statement of Responsibilities

  1. The CEO shall be directly accountable to the board for all activities of the corporation, and shall report to the board and to the respective committees of the board (the "board committees") as requested from time to time by the chair of the board and the chairs of the board committees.
  2. The CEO shall have the primary responsibility for the management of the business and affairs of the corporation. The CEO shall provide leadership and vision for the effective management and profitability of the corporation, for increasing shareholder value and the growth of the corporation and for conformity with corporate policies adopted by the board.

C. Specific Responsibilities

Without limiting the generality of the responsibility of the CEO as described in Part B above, the CEO shall have the following specific responsibilities. The CEO shall:

  1. Leadership and Vision
    1. Establish with the board the vision and values of the corporation with a focus on creating value for the shareholders;
    2. Develop in consultation with the board, and recommend to the board for adoption, a strategic plan consistent with the vision and values of the corporation;
    3. Identify business opportunities which are consistent with the vision, values and strategic plan of the corporation;
    4. Set the tone for the corporation so as to promote and foster an ethical and responsible culture that supports the attainment of the corporation's strategic and operational objectives; and
    5. Provide the executive leadership necessary to guide and inspire the employees of the corporation to ensure the long-term success of the corporation and to promote the corporation's goal of profitability and growth in an ethical and responsible manner.
  2. Business Management
    1. Manage the corporation in accordance with the strategic plan adopted by the board and within the limits of authority delegated to the CEO by the board from time to time;
    2. Develop annual objectives and periodic business, capital and operating plans and budgets for the corporation, recommend such objectives, plans and budgets to the board for adoption, monitor corporate performance relative to the foregoing and provide periodic reports to the board on such performance;
    3. Ensure the efficient acquisition and allocation of the financial, human and other resources required by the corporation to achieve its strategic goals;
    4. Oversee the implementation of effective control, monitoring and performance standards and systems relative to the utilization of all corporate resources;
    5. Ensure appropriate and timely disclosure of material information with respect to the corporation's business and affairs; and
    6. Participate in the marketing of the corporation to equity and debt holders and oversee the capital-raising activities of the corporation.
  3. Human Resources Management
    1. Develop and maintain an effective organizational structure that reflects operational needs and defines the authority and responsibility of management; and
    2. Manage the human resources of the corporation, including:
      1. succession planning and development processes for the CEO, senior and other management;
      2. put in place an executive team and other senior management as required for corporate success, including making recommendations to the board for the appointment of the executive officers;
      3. counsel and monitor the performance of the executive officers;
      4. make recommendations to the board on salary levels and bonuses for the executive officers and equity-based compensation for employees of the corporation; and
      5. ensure the corporation implements the necessary human resources policies to attract, retain and motivate employees as required for corporate success.
  4. Governance and Risk Management
    1. Ensure the development of management documents necessary for the corporation to achieve its strategy and objectives, and recommend policies and other management documents to the board as appropriate for approval;
    2. Oversee the development of, the implementation of, and compliance with, appropriate systems, including those to:
      1. ensure socially responsible and ethical behaviour of the corporation and its employees;
      2. identify and manage the principal business risks of the corporation and implement appropriate systems and procedures to mitigate such risks;
      3. ensure the integrity of the corporation's internal control, management information systems and financial reporting;
      4. ensure high standards of safety, health, environmental protection and quality that are compliant with all relevant laws and regulations and maintain the corporation's social licence to operate;
      5. ensure disclosure controls and procedures that are compliant with all relevant laws and regulations; and
      6. ensure compliance with all applicable legal and regulatory requirements; and
    3. Ensure the principal business risks of the corporation are identified and managed.
  5. Board Relations
    1. Work in close collaboration with the chair of the board, the chair of each board committee and the corporate secretary to:
      1. bring decisions to be made by the board and board committees and other matters of importance to the board's and board committees' attention in a timely manner; and
      2. set board and board committee agendas and provide timely and relevant information to the board and board committees so as to enable the board and board committees to effectively discharge their obligations; and
    2. Ensure, in collaboration with the board chair, there is an effective relationship between management and the members of the board.
  6. External Relationship Management
    1. Serve as the corporation's chief spokesperson, and communicate and promote positive relationships with the shareholders of the corporation, customers and external stakeholders including financial institutions, local communities where we operate, regulators, legislators and non-governmental organizations;
    2. Identify and, in an ethical and responsible manner, develop and leverage senior political and business relationships supporting the attainment of the goals of the corporation; and
    3. Represent the corporation in industry associations, where appropriate, to advance the interests of the corporation.
  7. Other

    Carry out any other appropriate duties and responsibilities assigned by the board from time to time.